The Spider-Man
by Cross77
Summary: After a fatal tragedy, high school student Peter Benjamin Parker vows to protect New York from its many evils. He becomes the masked hero known as Spider-Man. What begins as a night time job quickly evolves into something bigger than he could have ever imagined.
1. Prologue

"Peter, you're going to stay here for a few weeks. Mommy and I are going on a business trip," declared Peter's father.

"But daddy, why can't I come with you?" pouted the young brunette boy.

"It's confidential stuff Petey, meaning we can't take you with us," his father replied gently. "Be a good boy for Ben and May. We'll be back in no time."

Richard Parker shut the door behind him and turned to face the pouring rain, never again to see his son.

S.H.I.E.L.D. Laboratory - Two weeks later

"So you guys are trying to recreate Captain America's super soldier blood?" questioned Richard, peering through the microscope.

"Yes, but we've ran into several problems that we could use your help with. If we could get this to work, we could theoretically begin to issue out new cures for diseases," replied his lab partner, Doctor Bruce Banner.

"Why is this any different than anything else we've done? Why is this the one damn thing we can't solve?" groaned their billionaire friend, Tony Stark.

Tony ran his hands through his hair and inhaled deeply. Their overseer, Clint "Hawkeye" Barton, sat in a rocking chair in the corner of the room, his hand holding his head up.

"I need some Scotch," declared Tony. "Anyone else want some?"

Bruce and Richard shook their head, deeply involved in what they were doing.

"Suit yourselves," said Tony, rolling his eyes and popping open a new bottle.

A creaking sound could be heard above them.

"What was that?" whimpered Bruce, looking up at the ceiling.

More creaking. Footsteps upstairs.

"I thought upstairs was off limits," murmured Richard.

"It is," replied Tony.

Clint was already on his feet barricading the door.

"Mary, honey. Come closer," whispered Richard, grabbing his silent wife and pulling her close.

Footsteps stormed down the stairs.

"There's a latch right by that table, Banner. You see it? Open it," commanded Clint, drawing his S.H.I.E.L.D. issued SIG P228.

Bruce pried open the hatch, which lead underground. The door started to shake.

"Go, everyone in," whispered Clint.

Tony went in first, disappearing into the black. The door shuddered. Bruce went next. The door fell off its hinges. Two shots were fired, two bodies collided with the ground.

Calvary Cemetry – Three weeks later

On the day of his birthday, Peter Benjamin Parker stared at the graves of his mother and father along with his Aunt and Uncle. From the church's rooftop, an ashamed Clint Barton oversaw them.


	2. The Man They Call Kingpin Part I

Gwendolyn Stacy noticed a lot of things about Peter Benjamin Parker. The blonde genius was slightly embarrassed to admit she had been keeping tabs on him. He was cute, with his lopsided grin and all-over-the-place dark brown hair. Plus, he was probably the smartest person she knew, besides herself. The thing that she noticed the most, however, was the dark blue bruises that he constantly had. As far as Gwen knew, the only two friends he had were Harry Osborn and Mary-Jane Watson, the girlfriend of Midtown High's resident football player, Flash Thompson. Flash was the big, blond jerk of the school. He loved to pick on anyone he could, especially outcasts. Harry was the guy everyone wanted to be around. He was rich and handsome with his short brown hair that was parted to the side. He always wore a smile that showed his blinding white teeth. Harry played football, and had a muscular build to show for it. Mary-Jane Watson was the redhead party girl. She was beautiful too. Many of the girls considered her to be the most beautiful girl in the school. Gwen was beautiful herself with her bright blue eyes, sweet smile, and platinum blond hair.

She exited the front doors of the school and walked down the stairs. As she passed by the alley next to the school's parking lot, she heard a loud grunting.

"Come on, Parker! Up!" shouted a voice she recognized as Flash's.

Feet shuffled and then a cry of pain. She turned into the alleyway to see Flash towering over Peter, who clutched his stomach.

"Flash!"

Flash jumped slightly before turning to look at her. "Yeah?"

"Go home," commanded Gwen, jerking her thumb in the direction of his house.

"But…"

"Now"

He shouldered his backpack and walked past Gwen, throwing her a dirty look before disappearing into the crowds. Gwen sighed and held out her hand to Peter. The brunette glanced up and grasped it. She pulled him up.

"Thanks," said Peter, avoiding eye contact.

"No problem. Come on, I'll take you to the school nurse to get looked at. You probably have a few bruised ribs."

"Thanks, but I'm fine," he replied with his sweet smile. "Maybe I'll see you around."

"Are you crazy? You can't go anywhere like that!" exclaimed Gwen.

But the young, mysterious teen had already hobbled into the crowds.

The day came and went. Peter woke up from his slumber, his hands clammy and his face covered in sweat. He woke up ahead of his alarm by thirty minutes. He got out of bed and threw on a black t-shirt and shorts, covering his twiggy frame. He glanced at his hair in the mirror before descending the stairs.

"Morning Aunt May, Uncle Ben," greeted the teen.

"Peter! You're up early," noted his uncle.

He grabbed himself some cereal, milk, and a spoon. "Yeah, I couldn't sleep very well."

He poured his milk and dug in.

"Are you excited about the field trip tomorrow?" asked his Aunt.

Peter furrowed his brow for a split second before his brown eyes widened. "Of course! Norman Osborn is a genius. I can't wait to see his work!"

His aunt and uncle grinned. He finished his bowl of cereal and placed it in the sink.

"I'm going to head to school. See you guys later," notified Peter, grabbing his lunch and backpack.

"See you later, Peter. Love you," replied his aunt and uncle.

"Love you too."

Peter sat at the bus stop for several minutes before he was collected. He walked to his seat in the back where he sat alone, save for Harry and Mary-Jane who sat across from him. He was pleasantly surprised to see the beautiful Gwen Stacy sitting in the back. She patted the leather next to her and he smiled before sitting down.

"Hey," she said.

"Uh…hi," he stuttered.

"You took quite a beating yesterday. How are you?"

"Just peachy," he replied sarcastically.

She stared at him. "You didn't even have yourself looked at, did you?"

"I uh…no."

He gave her a lopsided grin and rubbed his neck sheepishly.

"Peter, my man," called Harry, chewing on his gum.

Peter looked up to see the wide grin of his best friend.

"Hey buddy."

Harry stared at Gwen for several seconds.

"Damn, Pete," he whistled, winking at his friend.

"Where's MJ?" questioned Peter.

Harry jerked his thumb toward the front of the bus. "Boyfriend wanted her to sit next to him."

"Why doesn't she break up with him?" asked Gwen.

Harry shrugged his shoulders in reply and sat down. The bus took off.

"Are you looking forward to the OsCorp field trip tomorrow?" inquired Gwen.

"Are you kidding me? I've been waiting for that for months. Everything that has to do with science is at OsCorp!" exclaimed Peter.

"Here he goes again," said Harry, rolling his eyes.

Peter spent the rest of the bus ride bonding with Gwen. His first classes came and went. So far, the day was going rather well. The field trip was tomorrow. Once that was done, it was the weekend. Peter was feeling pleased until he passed by Mary-Jane and Flash kissing rather ferociously. His heart sunk at the sight, stomach turning over. _How can one of my only friends be in love with the person who constantly torments me?_ Flash gave Mary-Jane one last kiss before walking down the hall. Peter practically shoved his face in his locker, trying to avoid Mary's attention. Tears welled in his eyes. _Maybe she doesn't really care about me._ He pulled his hood over his face and gently shut his locker, shouldering his backpack and walking slowly down the hall.

"Peter!" called Mary-Jane.

_Just walk away._

"Peter, please wait!" cried Mary-Jane.

_Just walk away._


	3. The Man They Call Kingpin Part II

**Disclaimer: I do not own any of the characters. All rights go to Marvel.**

That night, Peter lay wide awake. Sleep eluded him. He groaned and sat up to check his phone. His lock screen was lit up with missed calls and texts._ Looks like MJ's awake too_. Peter was not in the mood to talk to her. He set his phone down and rolled over, only for it to buzz again. Sighing in annoyance, he silenced it and setting it back down. Soon enough, his alarm went off. He got up, his eyes bloodshot and his body quaking from his depression. He reluctantly pulled on a hoodie and black jeans. He didn't bother checking his appearance. Suddenly, he had lost his interest in going to OsCorp. Walking into the kitchen, he found a note waited for him. He picked it up.

"Ben's out for work. I have to get the car serviced. Get yourself some breakfast and have a great field trip," Peter read aloud.

He glanced at the cupboards and turned around, walking out the front door and locking it behind him. _I'm not in the mood to eat_. He walked to the bus stop, where the bus was already waiting. He got on and sat in the back, curling into a ball, his knees pushed to his chest.

"Pete," whispered a gentle, angelic voice.

He felt the weight added next to him and glanced over. Beautiful blue eyes stared back at him. He drank in her rosy cheeks and soft skin.

"G-Gwen," greeted Peter, stumbling with his words.

Somebody got up from the front of the moving bus and plopped down next to Gwen.

"Hey bud," said a smirking Harry, winking at his friend.

"Hey Harry."

"Rough times with Miss Watson?" questioned his friend, chewing thoughtfully on his gum.

"How'd you know?"

"She called."

"I'm just frustrated," muttered Peter.

"We'll be at school in a few minutes. Once we get there, we'll wait for the next bus and load up on a different one than her," decided Gwen.

"Agreed," stated Harry, reaching over Gwen's shoulder and patting Peter on the back. "Don't worry about it, Pete. She'll come 'round."

Peter nodded as the bus pulled to a stop. He shouldered his backpack and walked off the bus, Harry and Gwen behind him. Taking in everything around him, Peter spotted Flash advancing toward him in the dense crowd of Midtown High students.

"Hey! Parker!" shouted Flash, shoving through any student who got in his way.

Flash marched up to Peter and socked him directly in the stomach. He stumbled backward, his head spinning as it crashed violently against the pavement.

"What the hell, Flash," hissed Peter, clutching his stomach.

"Don't disrespect Mary-Jane," seethed Flash.

He grabbed Peter's shirt, lifting him slightly above the ground.

"When she tries to talk to you, you answer her."

Peter moaned in agony as Flash's knee dug into his groin. Students gathered around to watch in interest. Peter tried to focus his vision, looking at everyone surrounding them. Most of them were popular kids. The football players, the track kids, the cheerleaders. Liza Allan, Sally, and the rest of the team stood with their arms crossed, watching the beating.

"Do you hear me Parker?"

"Oh I hear you Eugene. I'm just choosing to ignore you," retorted a battered Peter.

Flash delivered another uppercut to his chin. _Where the hell are the faculty? Teachers? Principal? Anybody? I thought they were supposed to stop stuff like this!_

"Parker!"

Peter's ears were ringing with explosive thuds. His vision was swimming. His head felt like it was going to explode. Everything hurt. His grip on reality loosened and his eyes began to close.

"You're a loser, Parker," said someone in the crowd.

Half of the crowd burst out laughing.

"Thompson," shouted Harry.

Peter's eyes widened slightly. Through his blurry vision he could see his best friend sprinting through the crowds.

Flash dropped Peter unceremoniously onto the asphalt. "Harry."

Peter's eyes began to shut again.

"Leave him alone. What has he done to you? What has he done to any of you?" screamed Harry, whirling on the crowd that surrounded them. "Answer me!"

His limp body was pulled behind Gwen. Suddenly, the entire student body went silent. Midtown High School's principal descended the front steps and stood in front of his students, not bothering to hide his pissed off expression. His eyes wandered the crowd until he spotted the form of a barely conscious Peter Parker.

"Thompson!" bellowed the principal.

"Yes, sir?" replied a wary Flash.

"The second these buses gets back from the field trip, I want you in my office. Do I make myself absolutely clear?"

"Sir, yes sir!" snorted Flash, giving a mock salute.

"Good. Now get on those buses. All of you!"

"Pete," said Gwen gently. "Look at me."

He glanced up at her, his vision still slightly blurry.

"I'm going to guide you toward one of the buses, alright?"

Peter grunted in response. He glanced around at the students watching them. Most of them glared or sneered at him. _Everyone here hates me_. Roughly half an hour later, the buses unloaded in front of the reflective OsCorp building. As Peter stepped outside, Gwen grabbed his shoulder.

"I'm fine, Gwen. I don't need to be babied," grumbled Peter, rolling his eyes.

"Just let me make sure you're okay," commanded Gwen.

Harry stepped out behind them and gave a light chuckle. "Come on guys. Let's go see my dad's multibillion dollar company."

They stepped inside and instantly Peter stood in shock. People in business attire ascended and descended the stairs and escalators at alarming rates, most with briefcases by their sides. He glanced up. The building continued on and on for what seemed like forever.

"How many floors?" gawked Peter.

"A lot," smirked Harry.

"Pay attention," scolded Gwen.

"Yes mommy," was Harry's smug reply.

Peter turned to the front of the crowd. A man approached them in a white lab coat, a smile on his face. He wore thin-framed oval glasses, which covered his light blue eyes. His sandy blond hair was swept to the side. Peter lowered his gaze and his eyes widened in shock. All that was left of the man's right arm was stump that ended slightly above where his elbow should have been. Peter swore he knew this man.

"Hello students of Midtown High. My name is Curtis Connors. For the duration of this tour, please call me Doctor Connors. Yes, I know, I'm missing a large chunk of my right arm. I seem to have misplaced it during my time serving this country," he joked.

He chuckled slightly and the crowd joined in. _I know this guy. Come on Parker, think. _His eyes widened in realization. _Connors. Curt Connors. My dad's best friend_.

"If you would all follow me, I'll show you some of the stuff that goes on around here."

They traveled far into the depths of the building. Gwen gasped next to him. A pair of state of the art mechanical arms gleamed in front of them. They were attached to a harness that seemed to wrap around the chest.

"This magnificent contraption was invented by the genius Doctor Otto Octavius. He uses it during experiments, allowing him to complete multiple tasks at once. He kindly lent it to us for the duration of the trip."

Gwen whispered something to him, but Peter was no longer paying attention. He glared incredulously at the back of his hand, where two fang-shaped indents were located. Peter's eyes went wide and he saw the culprit, a red and blue spider trying to scurry its way to safety. His foot shot out and trapped the arachnid. He applied pressure, pressing down with his foot. The spider was dead.

"Peter," grumbled Gwen, shaking him viciously.

"Huh? What's going on?" questioned Peter.

"I was trying to talk to you about the amazing DNA alteration theories that Connors said were going on around here. They said if everything works out, they might be able to cure some diseases. Isn't it exciting?"

"Yeah, yeah it is," replied Peter, only half listening.

His hand throbbed sporadically and painfully. His vision blurred once more. His knees grew wobbly. His brain felt like it was deflating. He was gasping for air at this point.

"Peter?" questioned Gwen and Harry, grabbing onto their friend to try and hold him steady, the rest of the crowd still listening intently to Doctor Connors.

He coughed again and again, his lungs refusing to stop. "…Bathroom."

Gwen and Harry glanced in front of them, making sure Doctor Connors was still occupied before supporting the teen and leading him toward the area designated for bathrooms. Gwen relinquished her portion of his weight and allowed Harry to carry him inside. Peter collapsed on the stone cold ground, his head spinning violently. His heart thundered against his chest. For a scary second, he felt his heart beat less and less. Then, it returned with a vengeance, smashing against his chest.

"Pete, breathe buddy," said Harry, his hands trembling as he grabbed a rag and dampened it, spreading it across his best friend's forehead."

Peter's consciousness slowly began to fade. He grew very worried. He didn't want to worry his friends further. Then, his vision cleared, his body returned to normal temperature, his heart's pulse returned to its normal rhythm, and the throbbing in his hand died down. He bolted upright.

"Whoa, Peter, take it easy," commanded Harry, trying to force him to lay back down.

"What? I'm fine," responded Peter, standing up. "See, it was nothing."

"Nothing?" screeched Harry, tugging on his hair. "You just had a heart something or another or you were dying or you were having a seizure or…I don't even know what the hell just happened."

"It's fine. Something happened. I'm not sure what, but I'm okay. We should go see Gwen."

Harry wiped his face, letting out a shaky laugh. "Yeah, let's."

They walked out of the bathroom and into the arms of Gwen Stacy, who looked like she was about to have a nervous breakdown.

"Don't you ever do that again, you hear?" pestered Gwen, laughing nervously.

"Yes mommy," retorted Peter, winking at Harry.

"Come on, let's catch up to the class."

And with that, Gwen walked down a corridor and turned left, disappearing. Harry jogged to catch up to her, but Peter remained at walking pace. He glared at the red, irritated skin where the spider's indentations were prominent. Sighing, he looked up and realized he was left behind. Shoving his hands in his pockets, he started in the direction his friends had gone.

Several hours later, the door to Peter's house clicked open and he stepped inside. With a smile on his face, his uncle sat on the living room couch.

"How was your day, Pete?"

"It was pretty eventful," replied Peter honestly. _Biggest understatement of my life_. His stomach growled and on instinct his nose scrunched up, sniffing the air around him. "Macaroni and cheese?"

His uncle nodded. "May's homemade, your favorite. Should be ready in less than fifteen"

"Awesome. I'm just going to run upstairs and change."

He ascended the stairs and dropped his backpack off by his doorway. Pressing a button on his desk, the door closed automatically behind him and locked. Undressing, Peter was in for a shock when he looked in the mirror. His shoulders were broader, his traps more developed. No longer were his arms and legs twigs. He had long, prominent, lean biceps and triceps. His pectoral muscles were much bigger than before. His legs were like a runner's, very defined. Hell, his entire body was completely toned. He tugged on a white short-sleeved shirt that his arms nearly ripped through. He pulled on a pair of shorts. Considering his choices, he decided he could wait a little longer before purchasing new clothes. Only one question lingered in his mind as he made his way downstairs. _What the absolute hell did that spider do to me?_

**Author's Note: One more chapter to go and then things start heating up. I think I'm going to try and update this story twice a week. We'll see how long I'm able to do that before my updates turn spontaneous. Please remember, tell me what you like and what can be improved in the reviews.**


	4. The Man They Call Kingpin Part III

Saturday morning an alarm blared in the bedroom of Peter Parker, signifying that it was time for him to wake up. From the depths of the twisted covers, a hand shot out and smashed the perpetrator, effectively shattering it to pieces. He laid there for five more minutes before a sharp knocking pierced his ears.

"Up, up, up," she called from the other side of the doorway. "The early bird gets the worm."

"Meaning?" grumbled Peter, falling off the bed and into a tangled heap on the floor.

"Meaning if you don't get up in the next five minutes you can say bye bye to breakfast," retorted his aunt.

Peter was up in a flash. He checked himself in the mirror. _A white t-shirt and basketball shorts. Probably should change so they don't see too much of my muscle and think I'm taking steroids or something_. He slipped on a red t-shirt and covered it with a black hoodie. He stared down at his basketball shorts before mentally shrugging and advancing toward the door. He glanced back at his bed. His sheets were in various states of disarray, most halfway on the floor. _I'll fix it later_. He turned the doorknob and jumped when it broke clean off. He narrowed his eyes. _That's new. _Gently, with his index finger, Peter pushed the door open, tiptoeing downstairs. Warm, buttered toast and a steamy milk chocolate waited for him at the kitchen table. He sat down eagerly.

"Hungry?" questioned his aunt as she sat down next to Uncle Ben.

He looked up at her and then back down at his food. "Very."

"Eat up, Pete. Got any homework this weekend?" asked his uncle from behind a newspaper.

"Nope. I think I'll go out for a while today. If, you know, it's okay with you guys."

His aunt and uncle nodded. "Just stay out of trouble."

Grabbing his hot chocolate, he downed it and tried to set it back down. He grit his teeth in concentration, trying to pull his hand off. He glanced up at his aunt and uncle, who were going about their morning routine, cleaning up the kitchen and reading newspapers. He focused harder. Finally, his fingers slipped out of the handle. He looked at his hand in shock. _That's also new. The hell is happening? _He gingerly grabbed the piece of toast and ate slowly. Once he was done he wiped his mouth and stood.

"I'm heading out," declared Peter, grabbing his phone from the living room.

He stuffed it in his jacket, closing the zipper to secure it. This time, he had no trouble removing his hand. After exchanging goodbyes with his aunt and uncle, he opened the front door and shut it behind him. He knew the perfect place to test his powers. There was a vacant warehouse nearby. If his memory served him correctly, there was a weight bench, pull up bars, and a few trucks left behind. _Perfect to test my strength. Let's test to see if I'm any faster first._ He took off into a sprint. With nothing to stop him in the peaceful area of Queens, he zipped through the streets, practically a blur. Soon, he was standing in front of the warehouse. The warehouse was a tall brick building in the middle of nowhere. Peter glanced around. _Not a person to be seen. This is so awesome!_ He strolled inside, examining his surroundings. A weight bench was off to the corner, weights laying in heaps around it, as well as a bench press bar. In another corner, pull up bars of various heights and rings stood, waiting to be used. In the center, there was a large, old truck. _Here goes nothing_. He started with pull ups. _Damn these used to be hard_. _Way too easy_. _Maybe there are tricks or something I could do on it later_. He laid on the bench. Adding the max amount of weight, he began pressing the bar to his chest and pushing back up. _Not bad. If I do a lot of reps, it actually feels like I'm getting a workout. I'm guessing this is somewhere around three hundred pounds. _Setting the bar down, he inhaled and exhaled deeply.

Getting up, he walked over to the truck. Using all of his newfound strength, he lifted. The truck hovered slightly over the ground. His muscles rippled, using all of their power to lift the incredible amount of weight straining them. Finally, they gave out. He dropped the truck. _This is so awesome! Like wicked awesome! If I got the proportionate strength of a spider, then maybe I could…_

"Here goes nothing," he mumbled to himself.

Peter kicked his shoes off. He placed one hand on the wall. Pulling himself up, he positioned his other hand and planted both of his feet down. _No…freaking…way. _He crawled up the wall, unsure at first, but then he picked up the pace. Finally, he stopped on the ceiling, completely upside down. With a mischievous smile on his face, he let go of the wall with his hands and hung from his feet. _Oh my god. This is amazing! _ He was disturbed from his thoughts by a ringing sound emitting from his jacket pocket. He unzipped it and grabbed his phone securely in his hand. Accepting the call without glancing at the name, he spoke.

"Hello?"

"Pete, it's me," replied a familiar female voice.

He groaned inwardly. "MJ."

"I wanted to see if we could make up. Maybe grab a bite to eat?"

"Can we just talk at school?"

"Sure."

He hung up.

* * *

><p>The rest of the weekend went by without another moment of frustration. It was spent testing the extent of his new abilities. He didn't dare use them out in the open though. Not without something to hide him. Monday morning arrived and Peter sighed deeply. <em>Ready for another day of hell<em>. Today, he skateboarded to school. He was really hoping nothing ticked him off today. Arriving in front of the school, he quickly discarded the idea. Flash was waiting in front of the entrance, his back against the wall.

"Parker!" shouted Thompson.

"Morning Flash."

Peter walked past him, opening the school doors. A buzzing sensation vibrated through the base of his neck. A foot collided with his back and he sprawled forward, his head slamming onto the tile of the school's hallways. Strangely, it didn't faze him too much. Students gasped in shock as the brunette fell through the doorway.

"I was looking to beat some sense into Osborn, but I guess you'll do. You two just have to keep screwing up my life, don't you? Gotta get me in trouble with the principal every week," snarled Flash.

"Maybe if you didn't beat me up then you wouldn't get in trouble," countered Peter.

Flash stormed toward his skateboard.

"Stop, that was my dad's!" cried Peter.

"You think I care?"

In a sudden fit of blind rage, he pounced on his assailant, trying to distract him from the precious item. The buzzing sensation began again and Peter's eyes locked on to the position of Flash's leg. _He's going for a kick. _His body reacted instinctively. He scrambled backward, barely avoiding Flash's powerful kick, and stood up. _Right hook_. He dodged. _Left straight_. He dodged again.

"Stand still Parker!"

"Here's an idea for you, Thompson. Move faster."

_Left straight again_. Peter was tired of this fight. He was tired of the bullying. He was sick of it. _End it. Make a statement. _And he did. With one quick move, Peter grabbed Flash's fist and twisted it. Flash yelped in pain. _Just a little more pressure and pop goes the weasel. _But Peter stared at his classmate's pleading eyes. His eyes widened, realizing just how much he was hurting Flash. _He's done this to me. Why shouldn't I do it to him? _

"Parker, Thompson. My office now," the principal demanded, cutting off Peter's train of thought.

His eyes searched the crowd and landed on the horrified face of Gwen. He stared at her for a few moments before releasing Flash from his grasp. Picking up his skateboard, he entered the principal's office, ignoring the stares of his classmates. Flash shut the door behind them.

"Thompson, you're off the team for two games. We went over the consequences last time you saw me. As for you, Parker, what should I do? I've never had this problem with you. I'm going to call your uncle and have him come in. I really don't understand. What has gotten into you?"

"I manned up."

The principal snorted. "If you call hurting another student manning up, then you and your uncle need to have a serious talk."

The principal dialed his uncle's number and held the phone to his ear, tapping his feet periodically. He cleared his throat.

"Hello sir. This is Principal Smith speaking. I'm going to have to ask you to meet with me right now. You'll be here in twenty minutes? Alright, thank you sir."

Principal Smith hung up. "Thompson, go back to class."

With a sigh, Flash grabbed his backpack, head hanging low, and opened the door. Peter watched him, his heart sinking. _This is my fault. _He felt guilty.

"Wait," demanded Peter with more authority than he thought he could muster.

The principal raised his eyebrows. "Yes?"

"I take full responsibility. This entire thing is my fault. I'll take whatever consequence you have to throw at me, but don't punish Flash."

Peter stared at Smith, their eyes locked on each other.

"Alright, fine. Thompson, you're free to play."

The blonde teen blinked his eyes in sheer disbelief. "Thanks Mr. Smith."

He turned toward Peter, a smile on his face for a quick second. Then, it was gone.

_Well, it's a start at least._

* * *

><p>After the talk with Principal Smith, Uncle Ben drove Peter home in silence. As soon as they entered through the front door, the silence turned into screaming. Lots and lots of screaming.<p>

"What the hell is your problem, Peter!" shouted his uncle.

"Ben, please calm down," pleaded his aunt.

"No! I will not calm down! Our boy, who we raised, physically attacked another student!"

"I was defending myself!" protested Peter.

His uncle let out a sigh. "Look Peter, your father and I lived by a philosophy. With great power there must also come great responsibility. You had the power to walk away and resolve this like a responsible person. Instead, you chose the irresponsible route, and fought back. Does that make sense?"

"No."

The teen stormed upstairs, his last word hanging thick in the air.

* * *

><p>Norman Osborn sat in his office, occupying a leather chair. Bookshelves covered the walls, filled to the brim with scientific and philosophical novels and discoveries. Behind Osborn's oaken desk were one-way glass windows. He faced them, staring at the lit-up city with a scowl on his face.<p>

"What do you mean we lost the specimen? It's dead? Check every piece of footage from the past week. What do you mean cameras don't reach that area of the building? Damn it!"

Harry entered the office. "Dad, I was wondering if..."

"Not now, son. I'm busy." He didn't even bother to look away from the window.

Head hanging low, Harry exited.

Setting the phone down, Norman sighed in exasperation and wove his hands through his brunette hair. _Feeble-minded kid. Needs to wise up. Find a clear path in life_.

* * *

><p>The week dragged on. The bullying hadn't stopped. But it had slowed. Flash no longer physically attacked him. Everything was verbal now. Especially when he was around the cheerleaders and football players. Puny Parker this. Stinky Petey that. He was itching to deck Thompson. Hard. But he didn't. He had promised Gwen, and he intended on keeping that promise. Throughout the week, he continued to test his abilities. Now, he was sick of being constrained. He needed to use his abilities in the open. Setting his fifteen dollars on the counter, he grabbed a red ski mask and walked out of the fabric store. November was almost over, and the weather knew it. Light snow fell from the sky, gently tapping the concrete jungle below it. His phone vibrated in his pocket. Flipping it open, he answered.<p>

"Hello?"

"Pete. Don't forget that we're organizing the garage later tonight."

"Yeah, I remember. What time?"

"8:00 sharp. Try not to be late kiddo."

His uncle hung up. Speeding into an alleyway, Peter glanced around before tugging on the ski mask. He placed his shoes in his backpack and climbed.

* * *

><p>Peter opened the garage door and was met with Uncle Ben's warm smile.<p>

"Grab anything electronic related and stack it over there please," said Uncle Ben.

"Sure."

Organizing the boxes, Peter glanced up at his uncle's back and back down at his job. He hesitated before speaking.

"Uncle Ben?"

"Yeah?"

"What were my parents like?"

"Well son, your dad was like me in many ways. Always the responsible person trying to help others. He was very smart, just like you are. He believed that his projects could change the world. He made friends quickly in his little science world. Your mom was always persistent, going with him wherever he went. She was his lab assistant. They were strong willed, those two."

"What was my dad working on?" Peter finished stacking a few sets of boxes and moved on to another.

"No idea," replied his uncle.

"Do you know who he worked with?"

"I don't know everyone. I do know that two of his best friends were Tony Stark and Bruce Banner."

_Whoa. My dad worked with my two biggest idols. Tony Stark and Bruce Banner, two of the smartest people ever._

Uncle Ben cleared his throat. "Listen, Pete. About what I told you earlier this week."

Peter groaned inwardly.

"You have power over what you do. Everyone does. But what some people don't realize is the responsibility that comes with it. The Avengers, I believe they're called, understand this. They do the right thing with their power. Problem is, they only use their power for the big things. Nobody bothers to stop the petty crimes because they think the police can handle it. But they can't always do that, Peter. I'm just trying to help you do the right things in life."

* * *

><p>Saturday morning, Peter made the call he had been dreading. He sat atop his house, legs kicking aimlessly in the air.<p>

"Peter?"

"Look MJ, I'm sorry about not talking to you at school. How about we meet at the Silver Spoon?"

"I'm free now. Are you?"

"Yeah. See you in thirty?"

"You better be there, Tiger." She hung up.

Peter smiled slightly at her playful nickname for him. He placed his ski mask in his backpack and zipped it up. Opening his window, he made sure no one was looking and climbed out, closing it behind him. Landing in his backyard below, he hopped the fence and began the trek to the Silver Spoon. Once into the city, Peter stepped into an alley and pulled on the mask. He took to the rooftops, flipping and whooping. Not once did he let up his speed. Running on a pure adrenaline high, he was stopped in his tracks by a husky male's voice below. Peeking down, he tried to get a glimpse of the man's face but couldn't.

"Hey charming. How much cash you got?"

A startled whimper was let out. Peter watched in hesitation. _Shouldn't I help? _The man backhanded her and grabbed her purse, a gun trained on her head. Peter flinched. Sirens wailed in the distance. _Nah, the police will handle this. It's just a purse-snatcher_. _Besides, I'm not in the mood to get shot_. And so, Peter continued on his way. Eventually, he returned to the crowds, his mask already peeled off and in his backpack. He arrived at the Silver Spoon and approached an already seated MJ.

"Peter."

He glanced around nervously before sitting down. "Hey MJ."

"I already ordered for us. Look Peter, I know Flash bullies you. I want to call it off, but you know that that's probably not going to happen."

_Of course it's not. Because you want to be popular_. He nodded.

"You stopped him from using you as a punching bag." She raised an eyebrow.

Peter snorted. "Yeah, I did."

"But, he still verbally bullies you. And I'm guessing you aren't going to fight him again if you can avoid it. So, I can try to get him off your back for you, if you'd like."

Peter immediately shook his head. "No. I'll earn his respect myself."

She nodded in understanding. "That's a very grown-up thing to do." She smiled like she used to, when they were kids and without a care in the world. "Looks like you might actually earn your nickname, Tiger."

And Peter smiled back.

And the news came on.

And there was a grocery store robbery nearby.

And Peter realized that his uncle was at that grocery store.

And the smile was wiped from his face.

And he abruptly stood up.

"Peter, where are you going?" asked Mary-Jane, worry creeping into her voice.

"My uncle's in there."

"You can't seriously be thinking…"

And Peter sprinted out of the coffee shop and into an alley.

And the ski mask slipped over his face.

* * *

><p>Ben Parker was on his knees among a crowd of strangers. He was scared. Really, really scared. A masked man had a pump-action shotgun aimed at the crowd, while the receptionist filled cash bags. A few members of security were knocked out, blood dripping from their foreheads. Somewhere near him, a man shouted.<p>

"Enough! What about the women, the children? You damn bastard, are you seriously going to traumatize them?"

The masked man turned toward the noise and stormed over. He slammed the butt of the shotgun into the man's abdomen.

"Didn't I tell you idiots to shut up?" the masked man growled.

His victim coughed, body trembling. "Well, I guess I don't listen very well, do I?"

"No, you don't."

And the masked man raised his shotgun.

And Ben Parker gathered enough courage.

And he threw himself at the robber because he knew nobody else would.

And a shot rang out.

And the glass entrance doors shattered.

And another masked man stormed in.

And an ear-splitting, blood-curdling cry of suffering sounded from the man in the red ski mask.

And Ben Parker's anguished face contorted into a smile, because he knew that man was his little boy, Peter.

And he died in peace.

* * *

><p><strong>AUTHOR'S NOTE: Wow. It's been a long time. I had my worst writer's block while I was writing Uncle Ben's death. I am so sorry. Please read and review. Thank you.<strong>


	5. The Man They Call Kingpin Part IV

Peter's body quaked as his mind tried to process the image of his dead uncle, his dead father. Boiling hot anger flooded through him. He would make this man pay. He would make him suffer for taking his uncle. He would break him. He would break him until there was nothing left but a slab of bloody meat. _I'm going to kill him. And it's going to feel so good._

"You damn bastard! You killed him!" cried Peter, hatred fueling his every word.

"He attacked me! I didn't want to kill anyone!"

"He was an innocent man! It's people like you who deserve to die."

And with that, Peter charged. The man raised his shotgun unsteadily and fired, shells bursting from the muzzle. It was pointless. Within a second, his shoulder slammed into the murderer's chest and he stumbled back, dropping his weapon. He scrambled to get up, but Peter stopped him with a ruthless kick to the abdomen. Several pops and cracks echoed throughout the store, bouncing off the walls and filling the ears of those watching. The murderer, who once seemed so powerful, laid on his back, gasping for air. Pressing his foot to the man's chest, the teenager grinned. He applied pressure slowly. Finally, the murderer spoke.

"Please," he choked. "Family."

Those words made Peter pause in his tracks. This man had a mother, a father, grandparents, maybe a brother, sister, or wife. But this man was despicable. He had killed Peter's only father figure. He only had one remaining family member now. The murderer should die, family or not, for taking away Uncle Ben. Slowly, he pushed downward.

"…Daughter."

That did it for Peter. The pressure was lifted off of the man's chest. He grit his teeth in frustration. Despite his boiling hatred, he had to let this man go. He had a family, people who loved him, despite how twisted he was. He couldn't be the one to take him away from them.

And that was when the boys in blue finally burst onto the scene.

* * *

><p>Captain George Stacy drove his police vehicle deep into Forest Hills, completely concentrated on the road ahead. His daughter, Gwen Stacy, was in the passenger seat. They had been grabbing ice cream when Stacy heard the news. Benjamin Parker was dead. Ben was a family friend, one who he hadn't spoken to in a month or two, but still a friend. George would often come over for coffee and to chat with the family.<p>

"Why are we heading to Forest Hills?"

George sighed. He knew he would have to tell her eventually.

"We're going to visit the Parker family," he replied wearily.

"What happened?" asked Gwen, panic evident in her facial features.

"Your friend, Peter….his uncle died."

"Oh my gosh," whispered Gwen, glancing at the floor.

In all honesty, George was extremely worried for the family. They weren't doing well financially. Peter had lost both of his parents and now his uncle. And poor May. She would be alone to finish raising Peter. He parked the cruiser in the driveway, next to May's car, and sighed deeply. He hesitated, hands trembling as he reached for his keys. Grasping them, he concentrated enough to turn off the engine, before dropping them. He wiped the precipitation off of his forehead and scooped up the keys. Gwen watched in complete silence, not moving. Finally, George opened the door and stepped out. Gwen followed suit. They shut their doors simultaneously and George glanced down at the keys. He hit the lock button and turned away, approaching the entrance of the Parker household. Blinking several times, he stood in front of the door, hands at his side.

_It's always hard to lose those closest to you_.

George raised his fist and knocked.

* * *

><p>Stomach churning, Peter crashed into the snowy backyard. <em>Damn cops give a decent chase. I can't believe they tried to arrest me. The other guy was the one who killed my uncle!<em> He rolled several times before coming to a stop. He pulled off his mask and ran a hand through his sweaty hair. Tears poured like rain from his eyes, splattering into the snow. With his full effort, he managed to lift himself off the ground. His muscles barely functioned and he felt like a dead weight. Lifting up his hoodie, he entered through the backdoor, eyes locked on his feet as he stumbled into the household. He wanted to hurl so badly. As soon as he closed the door, he immediately regretted the decision. He contemplated turning back and limping away, but the sound of his aunt's sobs compelled him to slowly make his way toward the living room. Noiselessly, he entered the room and leaned on the doorframe, listening to his aunt's cries for a few moments.

"Aunt May?" whispered Peter.

All attention turned to him.

"Oh, Peter," his aunt murmured, getting up to hug him.

She leaned forward, crying into his shoulder. Taking a deep breath, he hugged her back.

"Sh, Aunt May. We'll get through this," he tried to reassure her, although he didn't quite believe it himself.

A comforting hand was placed on his shoulder. He turned around and locked eyes with Police Chief George Stacy. The blond man sighed deeply, trying to keep from breaking down himself.

"Your uncle was a great man, Peter. You'll get through this, we all will. He's going to be proud of you, no matter what you do."

Peter nodded through the tears. The captain stepped to the side to reveal Gwen. Peter launched himself at her, hugging her tightly and sobbing into her shoulder. He savored her smell, beauty, everything about her that was so comforting. The doorbell rang piercingly. Reluctantly, Peter craned his head toward the door, arms still wrapped around Gwen. After glancing through the peephole, George twisted the doorknob, nodding in reassurance at May. Three people filed in. Anna Watson rushed over to Aunt May, wrapping her into a tight, loving hug. Next came Mary-Jane, her emerald eyes filled with sorrow. She wore a black snow jacket and black jeans. Latching on to Peter, she whispered under her shaky breath.

"I'm so sorry, Peter," she cracked out. "We'll get through this together, everyone here is family."

Harry shuffled in, almost uncertain at first. He wore a black beanie, with a matching black snow jacket and blue jeans. Shutting the door behind him, his unsteady, icy breath traveled a short distance before dissipating. He moved into the crowd and joined the hug. They held each other close, resting comfortably on one another as silence and sorrow filled the air. After all, if one family member was in pain, so were the rest.

* * *

><p>Anthony Edward Stark finished another bottle of Scotch, gulping down the last bit before setting it aside and popping open the next. His throat was like a blazing forest fire. Taking another swig, the fire's blaze increased and he was all but drowning in the boiling hot chemical reaction. <em>Ha. Chemical reaction. Gotta love science<em>. Everything around him spun, but he didn't vomit. He never did anymore. _Benjamin Parker is dead. _Clint had delivered the news. _A shotgun spread to the chest. What a shit way to go. _Opening a cabinet of one of his many oaken desks, he pulled out a letter. Focusing, he unfolded it.

Tony,

If you're reading this, then I guess I'm dead. I've sent a similar letter to Bruce, Clint, and Curt. You all have been the best of friends, the best anyone could ever ask for. And that's why I know I can trust you. In my will, it is stated that you will receive all belongings that could assist in your inventions, blueprints, schematics for new floors of Stark Tower, etc. You may have also received my super-soldier research, unless S.H.I.E.L.D. has confiscated it. Do not let anything fall into the wrong hands. Now for the most important part of this letter. If anything tragic should occur to the remaining members of the Parker family, promise me that you, Clint, and Bruce, will look after them. In the afterlife, I will remember all of you. Goodbye, my friend.

Your friend,

Richard Parker

Growling, Tony returned the letter to its home. Even in his intoxicated state, he made a vow. _Don't worry Rich, you can be damn sure I'll look after them. _As Tony began to fade into unconsciousness, the last thing he heard were the voices of Clint Barton and Bruce Banner.

* * *

><p>Two days later, Herman Schultz was in prison and nervous. He was clad in his orange jumpsuit, blond hair swept to the side. Alone in the corridor, he was waiting for them to transfer him to a different cell block when, suddenly, the power cut out. He heard heavy footsteps approaching and forced himself to look up. In front of him was a man with a blood red, skinny tie. He was bald, wearing a full black suit and white dress shirt. The man was lean, with muscles rippling under the suit. The suit was open and flapped menacingly as he walked. The man came to a stop in front of his cell. Schultz was nervous before. Now, he was sweating bullets.<p>

"You!"

"Yes, me."

Schultz stared at the man, absorbing the full gravity of the situation. He was going to die. The man waited for a moment before continuing.

"My employer caught wind that you were going to reveal him to the police. In exchange, they'd shorten your sentence, maybe even let you free. Obviously, those events cannot transpire."

"You're paid to kill, not chat," spat Herman.

He covered his mouth, waiting for the man in front of him to lash out. However, he just smiled coldly.

"Perhaps, but my employer insisted that I tell you why you must die."

"So kill me. Bullet to the head? What's it going to be?" snarled Herman, trying to sound braver than he really was.

"Oh, you're already dying Mr. Schultz. In fact, you have around a minute and a half remaining before your life ends. Which reminds me, I must be going before they manage to get all the systems back online."

"How?" questioned Herman. _How can I already be dead?_

The man turned and began slowly walking away. Before exiting, he looked back.

"Poison in your last meal. Works wonders. You made a grave mistake. Never double-cross the Kingpin of Crime. Goodbye, Mr. Schultz"

Herman's eyes locked onto the man's retreating figure. Eyes narrowing, he spotted a bar-code on the back of the man's neck.

Then, he slumped forward and breathed no more.

* * *

><p><strong>Author's Note: Quick question for you guys. Yes, this is a fanfiction that takes place in the Marvel universe. Yes, the man with the bar-code at the end was Agent 47. I decided to experimentally place him in the story. What do you all think? Do you mind him being in my universe? Sound off in the reviews.<strong>

**P.S. Thank you all so much for the reviews/feedback. Also, I did not notice this until now, but the author of one of my favorite Spider-Man stories has reviewed. If you're looking for an awesome Spider-Man story, check out JustmeSpidey's _The Humanity of Spider-Man_.**


End file.
